Look Away
by ichbin
Summary: Song Fic about the song Look Away from Chicago. Niles/CC but not together


Disclaimer: Don't own anything to do with the Nanny...else it would still be on the air!

A/N: Heard "Look Away by Chicago" on the radio this morning and this little song-fic came of it. Change from my usual style. Doesn't end well

* * *

**_When you called me up this morning,_**

**_Told me 'bout the new love you found,_**

**_I said I'm happy for you,_**

**_I'm really happy for you._**

"That's great news Niles!" CC said, swallowing a huge lump in her throat. "It's ok, really. I don't mind going to the opening of the play with the Sheffields. I'll have fun with Fran. You have a good time with Victoria."

CC felt a pressure on her lungs, she was having a hard time breathing. He had told her already in passing about Victoria. They had met at the market a few weeks ago. He called to tell her that he couldn't escort her to the opening on Saturday, because he was going to some festival in Brooklyn with Victoria. This was the first time he had actually changed his plans with her to be with…well anyone else.

**_Found someone else,_**

**_I guess I wont be coming round._**

**_I guess its over, baby;_**

**_Its really over, baby, whoa..._**

How on earth was she going to be able to face him on Monday? He could read so much into her. Their friendship had gotten so strong lately, and he knew everything about her just by watching her for all of two minutes: how the play was going, if there was trouble at the theater, if she had had a row with her mother…

What was she going to do without that presence…without him?

**_And from what you said_**

**_I know you've gotten over me;_**

**_It'll never be the way it used to be  
_**

**_ so if its gotta be this way,_**

**_Don't worry, baby, I can take the news okay._**

He had sounded so happy. She could hear in his voice that he was worried about how she was going to take the news. She knew he loved her and cared for her, didn't want her to get hurt. Even with that, he had trusted her, trusted that their friendship would be strong enough, and she wouldn't, couldn't let him down.

Anyways, Babcocks didn't cry she said to herself in the mirror.

**_But if you see me walking by,_**

**_And the tears are in my eyes,_**

**_Look away, baby, look away._**

**_And if we meet on the streets someday,_**

**_And I don't know what to say,_**

**_Look away, baby, look 't look at me;_**

**_Don't look at me  
_**

**_I don't want you to see me this way._**

She could see by the tears on her cheeks that she was full of it, but she knew, she loved him too much to not be there for him.

Of course, it had seemed fine in the quiet of her apartment. Actually doing it didn't work out as well as she had hoped. She found that something in their ease with each other had broken and the gentle pleasant banter they had been in engaging in for the past months had started to return to the more harsh, pointed bickering of the years before that.

She could see him slipping away from her, and she couldn't take it. Finally, in a desperate attempt to not lose him, nor herself, she walked away from everything. Maxwell tried to convince her they could work it out, but she knew, every time she walked in on Niles talking to her on the phone, or seeing them leave for a date, that she could never be truly happy for him and because of that, she could not stay near him.

**_When we both agreed as lovers,_**

**_We were better off as friends,_**

**_That's how it had to be,_**

**_Yeah, that's how it had to be._**

The morning after the big fight on the Sheffield staircase, and the full night of passion in his room, Niles and CC had a very rational discussion. They new that they were a complete and passionate match on the physical level, however their lifestyles, their tastes, even their hobbies, excluding each other they said with a chuckle, did not really mesh. CC was more adamant about this, though to her credit, she never brought up the social class difference. She never told him that in her heart, she was sure that her emotionally screwed up childhood would eventually cause her to break his. Niles truly did love her, and yet he firmly believed that he could never be welcome in her world. Of course, he didn't voice that concern to her openly. They both really believed they were doing the right thing.

In the first few weeks, they also still kept the physical relationship going. Niles joked that it was to release the years of pent up tension they had built up. CC just didn't want to let him go, though she would never have admitted it out loud. They noticed that as they expressed their passion with their lovemaking, they became less hostile towards each other, and their insults became more playful. They also noticed that without the possibility of something more, their rolls in the hay soon became less and less frequent. Neither one could see just having sex…they both wanted love…and since they wouldn't admit it to each other…they eventually became just friends.

Surprisingly, they became very good friends, almost closer than Niles and Fran. They shared an understanding for each other that could easily be seen from the outside. She would now often come take her tea in the kitchen with him, while he baked, or did dishes they would talk. They still watched the Spanish soap operas, and actually took some Spanish classes together so they could know the real story of Carmencita (aye Caramba!). And of course, he still took her to all the important functions she needed an escort for, where they would always dance.

It was in each other's arms, when the whole rest of the world disappeared around them, that she was the happiest. She made sure that someone always got a picture of them dancing for her album. When he held her, he would always get a pang in his heart for what might have been, and then he saw the happiness in her eyes and he knew it was better this way. He didn't see that the happiness there was because she was with him. When they danced, she let herself forget that she had chosen to not be in his life as his partner, and she filled her heart with those moments.

**_I tell you I'm fine_**

**_But sometimes I just pretend;_**

**_Wish you were holding me,_**

**_Wish you were still holding me, whoa..._**

She looked through the pictures in her apartment. Through the tears that fell almost every day now, she never regretted having taken all those pictures. Here, she could love him safely, completely. She could dream of dancing with him, of him holding her close. She hardly drank anymore, but on the rare times she did, she would let herself remember the other times she had been in his arms. She could only do that while numbed by the alcohol, for the intense expression in his eyes she would recall as he could give himself to her would have caused her heart to rip in two had she been sober.

**_I just never thought,_**

**_That I would be replaced so soon;_**

**_I wasn't prepared to hear those words from you._**

**_I know I wanted to be free;_**

**_Yeah, baby, this is how we wanted it to be._**

She had started her own agent business. She would still see Maxwell on occasion, as she represented most of the best local talent and they would all want to work on a Sheffield production. She never asked, but he always managed to give her some news about _him _mixed in with the happenings of the family.

She had even been at the house a few times. She had talked to him, and they had even shared a few jibes, for old time's sake.

Those were the nights she had drank…trying so hard not to remember

**_But if you see me walking by,_**

**_And the tears are in my eyes,_**

**_Look away, baby, look away._**

**_And if we meet on the streets someday,_**

**_And I don't know what to say,_**

**_Look away, baby, look 't look at me;_**

**_Don't look at me  
_**

**_I don't want you to see me this way._**

Niles didn't live at the mansion anymore. He and Victoria had moved in together after dating for over a year. He didn't propose marriage however, for that part of his heart had been locked away and only one person held the key.

He was happy with Victoria. They had a great time together, were very compatible in every way. They made sweet love together, but always in the bedroom, and never with the passion or intensity he had known with _her_. It wasn't a bad life, it was pretty good in fact. However, without _her _there to torment him, his job had become, well a job. He thought about leaving, but couldn't.

Thanks to Victoria, he had come up with something to give his life some zest. She was a chef for one of the finer restaurants in New York. She had commented so much on his cooking, he had given her one of his recipes to try it. The success was phenomenal. So he would spend his afternoon's coming up with new ways to serve up the simplest dishes and Victoria would get those ideas in front of her patrons. He loved the challenge and creativity, and that he could stay behind the scenes. For some reason, he didn't want _her _to know.

**_When you called me up this morning,_**

**_Told me 'bout the new love you found,_**

**_I said I'm happy for you,_**

**_I'm really happy for you._**

Oh how she wished she had told him, right from the start, that all she wanted was to be with him. That she had been scared and foolish to assume that she could do anything but love him.

Instead, she had told him she was happy for him.

"Why did I do that?" she cried again, holding the picture of him to her heart, knowing she would never hold him again.


End file.
